VALID ISSUANCES. When issued and paid for as herein provided, the Put Shares and the Restricted Shares shall be duly and validly issued, fully paid, and non-assessable. Neither the sales of the Put Shares or the Restricted Shares pursuant to this Agreement nor the Company's performance of its obligations hereunder shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares or Restricted Shares, or any of the assets of the Company, or (b) entitle the holders of outstanding shares of Common Stock to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Put Shares and Restricted Shares shall not subject Investor to personal liability, in excess of the subscription price by reason of the ownership thereof.
Appears in 9 contracts
Samples: Equity Purchase Agreement (Kenergy Scientific, Inc.), Equity Purchase Agreement (Entest Biomedical, Inc.), Equity Purchase Agreement (Bio-Matrix Scientific Group, Inc.)
VALID ISSUANCES. When issued and paid for as herein provided, the Put Shares and the Restricted Shares shall be duly and validly issued, fully paid, and non-assessable. Neither the sales of the Put Shares or the Restricted Shares pursuant to this Agreement nor the Company's ’s performance of its obligations hereunder shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares or Restricted Shares, or any of the assets of the Company, or (b) entitle the holders of outstanding shares of Common Stock to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Put Shares and Restricted Shares shall not subject Investor to personal liability, in excess of the subscription price by reason of the ownership thereof.
Appears in 2 contracts
Samples: Equity Purchase Agreement (UFood Restaurant Group, Inc.), Equity Purchase Agreement (UFood Restaurant Group, Inc.)
VALID ISSUANCES. When issued and paid for as herein provided, the Put Shares and the Restricted Shares shall be duly and validly issued, fully paid, and non-assessable. Neither the The sales of the Put Shares or the Restricted Shares pursuant to this Agreement nor Agreement, and the Company's ’s performance of its obligations hereunder hereunder, shall not (a) result in the creation or imposition of any liens, charges, claims claims, or other encumbrances upon the Put Shares or Restricted Shares, or any of the assets of the Company, or (b) except on Schedule 4.6, entitle the holders of outstanding shares of Common Stock to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Put Shares and Restricted Shares shall not subject Investor to personal liability, in excess of the subscription price by reason of the ownership thereof.
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